1
Exhibit 12
DEUTSCHE TELEKOM AG
July 23, 2000
Xxxxxxx Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated
as of July 23, 2000, between Deutsche Telekom AG and VoiceStream Wireless
Corporation (the "Merger Agreement"). Capitalized terms used and not defined
herein shall have the meanings ascribed to them in the Merger Agreement.
You agree that, in the event you have not theretofore
exercised each outstanding Warrant that you own, you will deliver to DT by not
later than the Election Deadline, a written notice irrevocably electing, if and
when you exercise the Warrants, to receive in respect of the VoiceStream Common
Shares issuable upon exercise of the Warrants the form and amount of
consideration ultimately received by holders of VoiceStream Common Shares in the
Merger who made either the Cash Election, the Stock Election or the Mixed
Election, and in the event you fail to deliver such a notice you shall be deemed
to have elected to receive, if and when you exercise the Warrants, the Mixed
Election consideration with respect to all of such underlying shares.
This letter agreement may be executed in counterparts, each of
which when taken together shall constitute one agreement.
Please conform your agreement with the foregoing by signing
and returning one copy of the letter agreement to the undersigned, whereupon
this letter agreement shall become a binding agreement among the parties hereto
with effect as of the date first written above.
Very truly yours,
DEUTSCHE TELEKOM AG
By: /s/ Xxxxx Xxxx
---------------------
Name: Xxxxx Xxxx
Title: Head of International
Legal Affairs
Accepted and agreed as of
the date first written above:
/s/ Xxxxxxx Xxxxxx
-------------------------------
Xxxxxxx Xxxxxx
1
